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Governance of the
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Board Leadership Structure and the Boards Role in Risk Oversight
The Board acts as a collaborative body that encourages broad participation of each of the Directors at Board meetings and in the committees,
described below, on which they serve. The Board believes that a majority of Directors should be independent. The independent Directors meet informally, and they also meet in regular executive sessions of the Board. The Company currently separates
the functions of Chairman of the Board and Chief Executive Officer. The Chairman of the Board, who is a non-management, independent Director, chairs the meetings of the Board, serves as a nonvoting ex
officio member of each of the Board Committees and is a member of the Nominating Committee. The Chairman approves the agenda for each meeting, after soliciting suggestions from management and the other Directors. Given the size of the Company,
its international operations and its culture of individual initiative and responsibility, the Board believes that its leadership structure is appropriate. The Board believes that a governing body comprised of individuals with diverse backgrounds in
terms of geographic, cultural and subject matter experience, strong leadership and collaborative skills, is best equipped to oversee the Company and its management.
The Companys culture emphasizes individual integrity, initiative and responsibility. The Companys compensation structure does not encourage
individuals to undertake undue risk for personal financial gain. The Board has delegated to the Audit Committee the responsibility for financial risk and fraud oversight, to consider for approval all transactions involving conflicts of interest and
to monitor compliance with the Companys Code of Business Conduct and Ethics (Code).
The Governance and Nominating Committee has
historically addressed non-financial risks, including political and economic risks, risks relating to the Companys growth strategy, and current business risks on a quarterly basis, and makes
recommendations to the Board with respect to those and other risks, including leadership development and succession. In March 2021, the Board created a new Environmental, Social and Governance Committee (ESG Committee). The new ESG
Committee addresses risk previously overseen by the Governance and Nominating Committee related to the global enterprise. To supplement the reports of the former Governance and Nominating Committee and now the ESG Committee, the Chief Executive
Officer reports to the full Board, at least annually, regarding material risks facing the Company, risks it may face in the future, measures that management has employed to address those risks and other information relating to how risk analysis is
incorporated into the Companys corporate strategy and day-to-day business operations.
As part of its risk oversight and compliance responsibilities, the Board, in December 2018, adopted a new Code that serves as an overarching document to
supplement similar policies adopted by its subsidiaries. The Code has been translated into seven languages, and training programs are held annually to ensure the code is understood and observed throughout the Company. In January 2021, the Board
approved minor revisions to the Code and the updated Code was communicated to all Helios employees globally.
Independence and Committees of the Board of Directors
At its meeting on March 9, 2022, the Board undertook a review of Director Independence. Except as described under Certain Relationships and Related
Transactions, it was determined that there were no transactions or relationships between any of the Directors or any member of the Directors immediate families and the Company and its subsidiaries and affiliates. The purpose of this
review was to determine the independence of each of the Directors under the rules of the New York Stock Exchange (the NYSE) and, for Audit Committee and Compensation Committee members, also under the heightened independence standards of
the SEC. The Board determined that Messrs. Bertoneche, Britt, Chenanda, Lemaitre, Schuetz, and Ms. Dempsey Brown, qualify as independent Directors under both the rules of the NYSE and the SEC.
In considering the independence of Mr. Chenanda, the Board took into consideration the transactions set forth under Certain Relationships and Related
Transactions, as well as certain other customer contracts with Cummins in which Mr. Chenanda does not have a material interest. The Board concluded that Mr. Chenanda qualifies as independent under the rules of NYSE. By virtue of his
position as President and Chief Executive Officer of the Company, the Board has concluded that Mr. Matosevic does not qualify as independent.
Our Board
of Directors has four standing Committees: Audit Committee, Compensation Committee, Environmental, Social and Governance Committee and Nominating Committee. The current composition and responsibilities of the four standing Committees are set forth
below. Each committee has adopted a written charter approved by the Board, which is available on the Companys website at https://ir.heliostechnologies.com/corporate-governance. Each Committee meets regularly throughout the year and reports its
actions and recommendations to the Board.
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10 | 2022 Proxy Statement |
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